Common use of Consequences of Expiry or Termination Clause in Contracts

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3586. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 79.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 15 (Representations and Warranties), 9 19 (Cyber Essentials Scheme Condition), 11 25 (Panel Framework Agreement Performance), 18 42 (Records, Audit Access and Open Book Data), 20 51 (Management Charge), 23 (Financial Distress), 26 62 (Intellectual Property Rights), 27.1 63.1 (Provision of Management Information), 27.2 63.2 (Confidentiality), 27.3 63.3 (Transparency), 27.4 63.3 (Transparency and Freedom of Information), 27.5 63.4 (Protection of Personal Data), 30 71 (Liability), 31 74 (Insurance), 35 86 (Consequences of Expiry or Termination), 36 93 (Compliance), 38 99 (Waiver and Cumulative Remedies), 40 104 (Prevention of Fraud and Bribery), 42 110 (Severance), 44 116 (Entire Agreement), 45 120 (Third Party Rights), 46 126 (Notices), 47 132 (Complaints Handling), 48 136 (Dispute Resolution) and 49 139 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), [, 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If Where the Authority terminates this Panel Agreement the Contract under Clause 33.2 10.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersServices, the Authority may recover from the Supplier shall indemnify the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority in full upon demand for throughout the cost remainder of procuringthe Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority to the Supplier until the Authority has established and recovered from the final cost of making those other arrangements. Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the full amount Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such costloss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). Within ten (10) Working Days The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the date insurance policy; or when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. Save as otherwise expressly provided in the Contract:- termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement the Contract prior to termination or expiry. Termination or expiry expiration and nothing in the Contract shall prejudice the right of this Panel Agreement shall be without prejudice either Party to the survival of recover any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding amount outstanding at such termination or expiry expiry; and termination of this Panel Agreementthe Contract shall not affect the continuing rights, including remedies or obligations of the provisions of: Authority or the Supplier under Clauses 1 5.2 (Definitions Payment and InterpretationVAT), 7 5.3 (Representations and WarrantiesRecovery of Sums Due), 9 6.1 (Cyber Essentials Scheme ConditionPrevention of Corruption), 11 7.1 (Panel Agreement PerformanceData Protection Act), 18 7.2 (RecordsOfficial Secrets Acts 1911 to 1989, Audit Access and Open Book DataSection 182 of the Finance Act 1989), 20 7.3 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Confidential Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 9.1 (Liability), 31 (Indemnity and Insurance), 35 9.2 (Professional Indemnity), 10.4 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 11.1 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (TenderLaw).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge)) , 23 (Financial Distress)) , 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 Requirements),16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services Services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 19 (Records, Audit Access and Open Book Data), 20 21 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), ) 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service Consequences of a notice termination under Clauses Error: Reference source not found (Termination in Relation to terminate this Panel AgreementGuarantee), the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 41.1 (Termination on Material Default), 41.2 (Termination in Relation to Financial Standing), 41.7 (Termination in Relation to Framework Agreement), Error: Reference source not found (Termination in Relation to Benchmarking) and 41.8 (Termination in Relation to Variation) Where the Contracting Authority: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Panel Services to Panel CustomersServices, the Contracting Authority may recover from the Supplier shall indemnify the Authority in full upon demand for the cost reasonably incurred of procuring, implementing, transitioning making those other arrangements and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Call Off Contract Period provided that Contracting Authority shall take all reasonable steps to and operating any alternative or replacement services to the Panel Services and no mitigate such additional expenditure. No further payments shall be payable by the Contracting Authority to the Supplier until the Contracting Authority has established the final cost of making those other arrangements. Consequences of termination under Clauses 41.6 (Termination without Cause) and recovered from 42.1 (Termination on Contracting Authority Cause for Failure to Pay) Where: the Contracting Authority terminates (in whole or in part) this Call Off Contract under Clause 41.6 (Termination without Cause); or the Supplier terminates this Call Off Contract pursuant to Clause 42.1 (Termination on Contracting Authority Cause for Failure to Pay), the full amount Contracting Authority shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such costLosses, with supporting evidence including such further evidence as the Contracting Authority may require, reasonably and actually incurred by the Supplier as a result of termination under Clause 41.6 (Termination without Cause). Within ten (10) Working Days The Contracting Authority shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the date insurance policy; or when added to any sums paid or due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in this Call Off Contract: termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement Call Off Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement Call Off Contract prior to termination or expiration and nothing in this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry. Termination or expiry ; and termination of this Panel Agreement Call Off Contract shall be not affect the continuing rights, remedies or obligations of the Contracting Authority or the Supplier under Clauses 21. (Records, Audit Access & Open Book Data), 33. (Intellectual Property Rights), 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data), 36. (Liability), 45. (Consequences of Expiry or Termination), 51. (Severance), 53. (Entire Agreement), 54. (Third Party Rights) 56. (Dispute Resolution) and 57. (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without prejudice limitation to the survival of foregoing, any other provision of this Panel Agreement Call Off Contract which expressly (or by implication) implication is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), set out in Call Off Schedule 9 (Cyber Essentials Scheme Condition), 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Exit Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3532. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), 23 20 (Financial Distress), 26 23 (Intellectual Property Rights), 27.1 24.1 (Provision of Management Information), 27.2 24.2 (Confidentiality), 27.3 24.3 (Transparency), 27.4 24.4 (Freedom of Information), 27.5 24.5 (Protection of Personal Data), 30 27 (Liability), 31 28 (Insurance), 35 32 (Consequences of Expiry or Termination), 36 33 (Compliance), 38 35 (Waiver and Cumulative Remedies), 40 37 (Prevention of Fraud and Bribery), 42 39 (Severance), 44 41 (Entire Agreement), 45 42 (Third Party Rights), 46 43 (Notices), 47 44 (Complaints Handling), 48 45 (Dispute Resolution) and 49 46 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3533. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority CCS in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority CCS terminates this Panel Framework Agreement under Clause 33.2 31.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority CCS in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and Services, no further payments shall be payable by the Authority CCS until the Authority CCS has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority CCS any and all of the AuthorityCCS’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityCCS, and any other information and all copies thereof owned by the AuthorityCCS, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority CCS and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme ConditionScheme), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 24 (Intellectual Property Rights), 27.1 25.1 (Provision of Management Information), 27.2 25.2 (Confidentiality), 27.3 25.3 (Transparency), 27.4 25.4 (Freedom of Information), 27.5 25.5 (Protection of Personal DataData Protection), 30 28 (Liability), 31 29 (Insurance), 35 33 (Consequences of Expiry or Termination), 36 34 (Compliance), 38 36 (Waiver and Cumulative Remedies), 40 38 (Prevention of Fraud and Bribery), 42 40 (Severance), 44 42 (Entire Agreement), 45 43 (Third Party Rights), 46 44 (Notices), 47 45 (Complaints Handling), 48 46 (Dispute Resolution) and 49 47 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 21 18 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Panel Dynamic Purchasing System Agreement until the date of expiry or termination of this Panel Dynamic Purchasing System Agreement or such other date as required under this Clause 3529. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge Levy due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Dynamic Purchasing System Agreement. If the Authority terminates this Panel Dynamic Purchasing System Agreement under Clause 33.2 27.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services Replacement Services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten thirty (1030) Working Days of the date of termination or expiry of this Panel Dynamic Purchasing System Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Dynamic Purchasing System Agreement prior to termination or expiry. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to the survival of any provision of this Panel Dynamic Purchasing System Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Dynamic Purchasing System Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Dynamic Purchasing System Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management ChargeLevy), 23 (Financial Distress), 26 20 (Intellectual Property Rights), 27.1 21.1 (Provision of Management Information), 27.2 21.3 (Confidentiality), 27.3 21.4 (Transparency), 27.4 21.5 (Freedom of Information), 27.5 21.6 (Protection of Personal Data), 30 24 (Liability), 31 25 (Insurance), 35 29 (Consequences of Expiry or Termination), 36 30 (Compliance), 38 32 (Waiver and Cumulative Remedies), 40 34 (Prevention of Fraud and Bribery), 42 35 (Severance), 44 36 (Entire Agreement), 45 37 (Third Party Rights), 46 38 (Notices), 47 39 (Complaints HandlingHandling and Resolution), 48 40 (Dispute Resolution) and 49 42 (Governing Law and Jurisdiction); and Panel Agreement DPS Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 6 (Key Sub-Contractors), 8 7 (Panel DPS Management), 9 8 (Management Information), 10 9 (Annual Self Audit Certificate), 12 10 (Continuous Improvement and Benchmarking), 13 (Template Guarantee), 14 and 11 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3532. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 30.2 (Termination on Material Default) or 30.3 (Termination for Failure to Agree a Variation) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 24.1 (Provision of Management Information), 27.2 24.2 (Confidentiality), 27.3 24.3 (Transparency), 27.4 24.4 (Freedom of Information), 27.5 24.5 (Protection of Personal Data), 30 27 (Liability), 31 28 (Insurance), 35 32 (Consequences of Expiry or Termination), 36 33 (Compliance), 38 35 (Waiver and Cumulative Remedies), 40 37 (Prevention of Fraud and Bribery), 42 39 (Severance), 44 41 (Entire Agreement), 45 42 (Third Party Rights), 46 43 (Notices), 47 44 (Complaints Handling), 48 45 (Dispute Resolution) and 49 46 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging StructureFramework Prices), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Template Guarantee), ) 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), [, 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3532. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), 23 20 (Financial Distress), 26 23 (Intellectual Property Rights), 27.1 24.1 (Provision of Management Information), 27.2 24.2 (Confidentiality), 27.3 24.3 (Transparency), 27.4 24.4 (Freedom of Information), 27.5 24.5 (Protection of Personal Data), 30 27 (Liability), 31 28 (Insurance), 35 32 (Consequences of Expiry or Termination), 36 33 (Compliance), 38 35 (Waiver and Cumulative Remedies), 40 37 (Prevention of Fraud and Bribery), 42 39 (Severance), 44 41 (Entire Agreement), 45 42 (Third Party Rights), 46 43 (Notices), 47 44 (Complaints Handling), 48 45 (Dispute Resolution) and 49 46 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging StructureFramework Prices), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3529. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority Fund in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority Fund terminates this Panel Framework Agreement under Clause 33.2 27.1 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersThe Fund, the Supplier shall indemnify the Authority Fund in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority Fund until the Authority Fund has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority Fund any and all of the AuthorityFund’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the AuthorityFund, and any other information and all copies thereof owned by the AuthorityFund, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority Fund and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 8 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 21.1 (Provision of Management Information), 27.2 21.2 (Confidentiality), 27.3 21.3 (Transparency), 27.4 21.4 (Freedom of Information), 27.5 21.5 (Protection of Personal Data), 30 24 (Liability), 31 25 (Insurance), 35 29 (Consequences of Expiry or Termination), 36 30 (Compliance), 38 32 (Waiver and Cumulative Remedies), 40 34 (Prevention of Fraud and Bribery), 42 36 (Severance), 44 38 (Entire Agreement), 45 39 (Third Party Rights), 46 40 (Notices), 47 41 (Complaints Handling), 48 42 (Dispute Resolution) and 49 43 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) [,13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3530. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), 23 (Financial Distress), 26 21 (Intellectual Property Rights), 27.1 22.1 (Provision of Management Information), 27.2 22.2 (Confidentiality), 27.3 22.3 (Transparency), 27.4 22.4 (Freedom of Information), 27.5 22.5 (Protection of Personal Data), 30 25 (Liability), 31 26 (Insurance), 35 30 (Consequences of Expiry or Termination), 36 31 (Compliance), 38 33 (Waiver and Cumulative Remedies), 40 35 (Prevention of Fraud and Bribery), 42 37 (Severance), 44 39 (Entire Agreement), 45 40 (Third Party Rights), 46 41 (Notices), 47 42 (Complaints Handling), 48 43 (Dispute Resolution) and 49 44 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 15 (Commercially Sensitive Information) and 21 18 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge and GCS Levy due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and services to the Panel Goods and Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), ) ,23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Panel Dynamic Purchasing System Agreement until the date of expiry or termination of this Panel Dynamic Purchasing System Agreement or such other date as required under this Clause 3582. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge Levy due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Dynamic Purchasing System Agreement. If the Authority terminates this Panel Dynamic Purchasing System Agreement under Clause 33.2 75.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Dynamic Purchasing System Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Dynamic Purchasing System Agreement prior to termination or expiry. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to the survival of any provision of this Panel Dynamic Purchasing System Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Dynamic Purchasing System Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 15 (Representations and Warranties), 9 19 (Cyber Essentials Scheme Condition), 11 25 (Panel Dynamic Purchasing System Agreement Performance), 18 42 (Records, Audit Access and Open Book Data), 20 Error: Reference source not found (Management ChargeLevy), 23 (Financial Distress), 26 59 (Intellectual Property Rights), 27.1 60.1 (Provision of Management Information), 27.2 60.2 (Confidentiality), 27.3 60.3 (Transparency), 27.4 60.3 (Transparency and Freedom of Information), 27.5 60.4 (Protection of Personal Data), 30 68 (Liability), 31 70 (Insurance), 35 82 (Consequences of Expiry or Termination), 36 89 (Compliance), 38 95 (Waiver and Cumulative Remedies), 40 100 (Prevention of Fraud and Bribery), 42 106 (Severance), 44 112 (Entire Agreement), 45 116 (Third Party Rights), 46 122 (Notices), 47 128 (Complaints Handling), 48 132 (Dispute Resolution) and 49 135 (Governing Law and Jurisdiction); and Panel Agreement DPS Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel DPS Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingImprovement), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 15 (TenderStaff Transfer).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services Services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (8.3 Cyber Essentials Scheme Condition), 11 10 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge)) , 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework, Service and Security Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 Xxxxxxxxxxxx) ,00 (GuaranteeXxxxxxxxx), 14 (Insurance Requirements), 16 (Financial Distress)) ,, 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Dynamic Marketplace Agreement, the Supplier shall continue to fulfil its obligations under this Panel Dynamic Marketplace Agreement until the date of expiry or termination of this Panel Dynamic Marketplace Agreement or such other date as required under this Clause 35. .. Termination or expiry of this Panel Dynamic Marketplace Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge Levy due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Dynamic Marketplace Agreement. If the Authority terminates this Panel Dynamic Marketplace Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Dynamic Marketplace Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Dynamic Marketplace Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Dynamic Marketplace Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Dynamic Marketplace Agreement prior to termination or expiry. Termination or expiry of this Panel Dynamic Marketplace Agreement shall be without prejudice to the survival of any provision of this Panel Dynamic Marketplace Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Dynamic Marketplace Agreement, including the provisions of: Clauses 1 1. (Definitions and Interpretation), 7 7. (Representations and Warranties), 9 9. (Cyber Essentials Scheme Condition), 11 11. (Panel Dynamic Marketplace Agreement Performance), 18 18. (Records, Audit Access and Open Book Data), 20 (Management ChargeLevy), 23 22. (Financial Distress), 26 26. (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 30. (Liability), 31 31. (Insurance), 35 35. (Consequences of Expiry or Termination), 36 36. (Compliance), 38 38. (Waiver and Cumulative Remedies), 40 40. (Prevention of Fraud and BriberyXxxxxxx), 42 42. (Severance), 44 44. (Entire Agreement), 45 45. (Third Party Rights), 46 46. (Notices), 47 47. (Complaints Handling), 48 48. (Dispute Resolution) and 49 49. (Governing Law and Jurisdiction); and Panel Agreement DMP Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel DMP Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingImprovement), 13 (Guarantee), 14 and (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tenderrequirements).

Consequences of Expiry or Termination. Notwithstanding the service Consequences of a notice termination under Clauses Error: Reference source not found (Termination in Relation to terminate this Panel AgreementGuarantee), the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 41.1 (Termination on Material Default), 41.2 (Termination in Relation to Financial Standing), 41.7 (Termination in Relation to Framework Agreement), Error: Reference source not found (Termination in Relation to Benchmarking) and 41.8 (Termination in Relation to Variation) Where the Contracting Authority: terminates (in whole or in part) this Call Off Contract under any of the Clauses referred to in Clause 45.1; and then makes other arrangements for the supply of the Panel Services to Panel CustomersServices, the Contracting Authority may recover from the Supplier shall indemnify the Authority in full upon demand for the cost reasonably incurred of procuring, implementing, transitioning making those other arrangements and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Call Off Contract Period provided that Contracting Authority shall take all reasonable steps to and operating any alternative or replacement services to the Panel Services and no mitigate such additional expenditure. No further payments shall be payable by the Contracting Authority to the Supplier until the Contracting Authority has established the final cost of making those other arrangements. Consequences of termination under Clauses 41.6 (Termination without Cause) and recovered from 42.1 (Termination on Contracting Authority Cause for Failure to Pay) Where: the Contracting Authority terminates (in whole or in part) this Call Off Contract under Clause 41.6 (Termination without Cause); or the Supplier terminates this Call Off Contract pursuant to Clause 42.1 (Termination on Contracting Authority Cause for Failure to Pay), the full amount Contracting Authority shall indemnify the Supplier against any reasonable and proven Losses which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of this Call Off Contract, provided that the Supplier takes all reasonable steps to mitigate such Losses. The Supplier shall submit a fully itemised and costed list of such costLosses, with supporting evidence including such further evidence as the Contracting Authority may require, reasonably and actually incurred by the Supplier as a result of termination under Clause 41.6 (Termination without Cause). Within ten (10) Working Days The Contracting Authority shall not be liable under Clause 45.2.1 to pay any sum which: was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the date insurance policy; or when added to any sums paid or due to the Supplier under this Call Off Contract, exceeds the total sum that would have been payable to the Supplier if this Call Off Contract had not been terminated. Consequences of termination under Clause 43.1 (Termination for Continuing Force Majeure Event) The costs of termination incurred by the Parties shall lie where they fall if either Party terminates or partially terminates this Call Off Contract for a continuing Force Majeure Event pursuant to Clause 43.1 (Termination for Continuing Force Majeure Event). Consequences of Termination for Any Reason Save as otherwise expressly provided in this Call Off Contract: termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement Call Off Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement Call Off Contract prior to termination or expiration and nothing in this Call Off Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry. Termination or expiry ; and termination of this Panel Agreement Call Off Contract shall be not affect the continuing rights, remedies or obligations of the Contracting Authority or the Supplier under Clauses 21 (Records, Audit Access & Open Book Data), 33 (Intellectual Property Rights), 34.3 (Confidentiality), 34.5 (Freedom of Information) 34.6 (Protection of Personal Data), 36 (Liability), 45 (Consequences of Expiry or Termination), 51 (Severance), 53 (Entire Agreement), 54 (Third Party Rights) 56 (Dispute Resolution) and 57 (Governing Law and Jurisdiction), and the provisions of Call Off Schedule 1 (Definitions), Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing), Call Off Schedule 9 (Exit Management), Call Off Schedule 10 (Staff Transfer), Call Off Schedule 11 (Dispute Resolution Procedure) and, without prejudice limitation to the survival of foregoing, any other provision of this Panel Agreement Call Off Contract which expressly (or by implication) implication is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including shall survive the Call Off Expiry Date. Exit management The Parties shall comply with the exit management provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), set out in Call Off Schedule 9 (Cyber Essentials Scheme Condition), 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Exit Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 Benchmarking),14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 Benchmarking),13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Dynamic Purchasing System Agreement, the Supplier shall continue to fulfil its obligations under this Panel Dynamic Purchasing System Agreement until the date of expiry or termination of this Panel Dynamic Purchasing System Agreement or such other date as required under this Clause 35. 82.. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge Levy due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Dynamic Purchasing System Agreement. If the Authority terminates this Panel Dynamic Purchasing System Agreement under Clause 33.2 75.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Dynamic Purchasing System Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Dynamic Purchasing System Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Dynamic Purchasing System Agreement prior to termination or expiry. Termination or expiry of this Panel Dynamic Purchasing System Agreement shall be without prejudice to the survival of any provision of this Panel Dynamic Purchasing System Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Dynamic Purchasing System Agreement, including the provisions of: Clauses 1 1. (Definitions and Interpretation), 7 15. (Representations and Warranties), 9 19. (Cyber Essentials Scheme Condition), 11 25. (Panel Dynamic Purchasing System Agreement Performance), 18 42. (Records, Audit Access and Open Book Data), 20 Error: Reference source not found (Management ChargeLevy), 23 (Financial Distress), 26 59. (Intellectual Property Rights), 27.1 60.1 (Provision of Management Information), 27.2 60.2 (Confidentiality), 27.3 60.3 (Transparency), 27.4 60.3 (Transparency and Freedom of Information), 27.5 60.4 (Protection of Personal Data), 30 68. (Liability), 31 70. (Insurance), 35 82. (Consequences of Expiry or Termination), 36 89. (Compliance), 38 95. (Waiver and Cumulative Remedies), 40 100. (Prevention of Fraud and Bribery), 42 106. (Severance), 44 112. (Entire Agreement), 45 116. (Third Party Rights), 46 122. (Notices), 47 128. (Complaints Handling), 48 132. (Dispute Resolution) and 49 135. (Governing Law and Jurisdiction); and Panel Agreement DPS Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel DPS Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingImprovement), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 15 (TenderStaff Transfer).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3533. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 31.1.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services Services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 16 (Records, Audit Access and Open Book Data), 20 18 (Management Charge)) , 23 21 (Financial Distress), 26 ) 24 (Intellectual Property Rights), 27.1 25.1 (Provision of Management Information), 27.2 25.2 (Confidentiality), 27.3 25.3 (Transparency), 27.4 25.4 (Freedom of Information), 27.5 25.5 (Protection of Personal Data), 30 28 (Liability), 31 29 (Insurance), 35 33 (Consequences of Expiry or Termination), 36 34 (Compliance), 38 36 (Waiver and Cumulative Remedies), 40 38 (Prevention of Fraud and Bribery), 42 40 (Severance), 44 42 (Entire Agreement), 45 43 (Third Party Rights), 46 44 (Notices), 47 45 (Complaints Handling), 48 46 (Dispute Resolution) and 49 47 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and BenchmarkingXxxxxxxxxxxx) ,00 (Xxxxxxxxx), 13 (Guarantee)], 14 (Insurance Requirements), 16 ) ,15 (Staff Xxxxxxxx) ,00 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3532. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 30.2 (Termination on Material Default) or 30.3 (Termination for Failure to Agree a Variation) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 24.1 (Provision of Management Information), 27.2 24.2 (Confidentiality), 27.3 24.3 (Transparency), 27.4 24.4 (Freedom of Information), 27.5 24.5 (Protection of Personal Data), 30 27 (Liability), 31 28 (Insurance), 35 32 (Consequences of Expiry or Termination), 36 33 (Compliance), 38 35 (Waiver and Cumulative Remedies), 40 37 (Prevention of Fraud and Bribery), 42 39 (Severance), 44 41 (Entire Agreement), 45 42 (Third Party Rights), 46 43 (Notices), 47 44 (Complaints Handling), 48 45 (Dispute Resolution) and 49 46 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging StructureFramework Prices), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) ,13 (Guarantee), ) 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3564. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 57.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten thirty (1030) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 13 (Representations and Warranties), 9 20 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 30 (Records, Audit Access and Open Book Data), 20 37 (Management Charge), 23 (Financial Distress), 26 43 (Intellectual Property Rights), 27.1 44.1 (Provision of Management Information), 27.2 44.2 (Confidentiality), 27.3 44.3 (Transparency), 27.4 44.4 (Freedom of Information), 27.5 44.5 (Protection of Personal Data), 30 50 (Liability), 31 52 (Insurance), 35 64 (Consequences of Expiry or Termination), 36 71 (Compliance), 38 77 (Waiver and Cumulative Remedies), 40 82 (Prevention of Fraud and Bribery), 42 84 (Severance), 44 88 (Entire Agreement), 45 92 (Third Party Rights), 46 98 (Notices), 47 103 (Complaints Handling), 48 107 (Dispute Resolution) and 49 112 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 11 (Template Guarantee) 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 13 (Commercially Sensitive Information) and 21 15 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due Subject to the Authority limits set out in relation to such Legal Services Contractsclause 7, notwithstanding where the termination or expiry of this Panel Agreement. If Customer terminates the Authority terminates this Panel Agreement Contract under Clause 33.2 8.2 (Termination on Material Default) and then makes other arrangements for the supply of Goods and/or the Panel Services to Panel CustomersServices, the Supplier shall indemnify Customer may recover from the Authority in full upon demand for Service Provider the cost reasonably incurred of procuringmaking those other arrangements and any additional expenditure incurred by the Customer throughout the remainder of the Contract Period. The Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 8.2 (Termination on Default), implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority Customer to the Service Provider until the Authority Customer has established the final cost of making those other arrangements. Subject to Clause 7, where the Customer terminates the Contract under Clause 8.3 (Break), the Customer shall indemnify the Service Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Service Provider by reason of the termination of the Contract, provided that the Service Provider takes all reasonable steps to mitigate such loss. Where the Service Provider holds insurance, the Service Provider shall reduce its unavoidable costs by any insurance sums available. The Service Provider shall submit a fully itemised and recovered from the Supplier the full amount costed list of such costloss, with supporting evidence, of losses reasonably and actually incurred by the Service Provider as a result of termination under Clause 8.3 (Break). Within ten (10) Working Days The Customer shall not be liable under Clause 8.5.2 to pay any sum which:- was claimable under insurance held by the Service Provider, and the Service Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the date insurance policy; or when added to any sums paid or due to the Service Provider under the Contract, exceeds the total sum that would have been payable to the Service Provider if the Contract had not been terminated prior to the expiry of the Contract Period. Save as otherwise expressly provided in the Contract:- termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement the Contract prior to termination or expiry. Termination or expiry expiration and nothing in the Contract shall prejudice the right of this Panel Agreement shall be without prejudice either Party to the survival of recover any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding amount outstanding at such termination or expiry expiry; and termination of this Panel Agreementthe Contract shall not affect the continuing rights, including remedies or obligations of the provisions of: Customer or the Service Provider under [Clauses 1 3.2 (Definitions Payment and InterpretationVAT), 7 3.3 (Representations and WarrantiesRecovery of Sums Due), 9 4.1 (Cyber Essentials Scheme ConditionPrevention of Corruption), 11 5.1 (Panel Agreement PerformanceData Protection Act), 18 5.2 (RecordsOfficial Secrets Acts 1911 to 1989, Audit Access and Open Book DataSection 182 of the Finance Act 1989), 20 5.3 (Management ChargeConfidential Information), 23 5.4 (Financial DistressFreedom of Information), 26 5.7 (Intellectual Property Rights), 27.1 5.8 (Provision of Management InformationRecords and Audit Access), 27.2 6.8 (ConfidentialityCumulative Remedies), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 7.1 (Liability), 31 (Indemnity and Insurance), 35 7.2 (Professional Indemnity), 8.5 (Consequences of Expiry or Termination), 36 8.7 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute ResolutionRecovery upon Termination) and 49 9.1 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender)].

Consequences of Expiry or Termination. Notwithstanding Prior to the expiry of the Contract Term, the Parties shall give consideration to the future delivery of the Services and to the suitability of the Exit Plan at Schedule 5 (Exit Plan). The Council shall, with the support of the Mutual, consider whether delivery of the Services ought to be transferred back to the Council or to a Future Provider upon the expiry of the Contract Term or whether the Mutual ought to be asked to continue to provide the Services on a more permanent basis following the expiry of the Council’s payment of the final portion of the Fee. In deciding whether the delivery of the Services will transfer back to the Council, the Council shall consider either Party or a third party will be best placed to deliver the Services successfully and in the best interests of the Service Users. If, after following the process described at clause 24.1, the Council determines that the Services shall be delivered by the Council or a Future Provider following the expiry of the Contract Term or the Agreement is terminated pursuant to clause 23, then, at the end of the Contract Term or upon the earlier termination of this Agreement: the Mutual shall cease to deliver the Services; the provisions of the Exit Plan shall come into effect and the Parties shall co-operate fully to ensure an orderly transfer of the Services to the Council or to any Future Provider; the Intellectual Property licences at clause 15 of this Agreement shall terminate and those set out in Schedule 5 (Exit Plan) shall be granted (unless otherwise agreed in writing between the Parties); either Party may elect to serve notice on the other Party to terminate any Lease and/or Licence to Occupy granted from the Council to the Mutual in respect of the Premises, subject to the provisions of such Lease and/or Licence to Occupy; subject to the requirements of clause 24.2.6, the Council shall be under no obligation to make any further payment of the Fee to the Mutual; and the Parties shall apportion the Fee payable from the Council to the Mutual for the current Contract Year up to and including the date of termination (“the Apportioned Fee”) and: where the actual sum that has been paid to the Mutual by the Council at the date of termination is less than the Apportioned Fee owed to the Mutual, the Council shall pay any outstanding portion of the Fee to the Mutual; or where the actual sum that has been paid to the Mutual by the Council at the date of termination exceeds the Apportioned Fee owed to the Mutual, the Mutual shall repay any overpayment of the Fee to the Council; and any payments required by this clause shall be made within thirty (30) Business Days of the date that this Agreement is terminated, or within any other period agreed by the Parties in writing. If, after following the process described at clause 24.1, the Council determines that the Services shall continue to be delivered by the Mutual following the expiry of the Contract Term (subject to compliance with procurement law and regulation), then, provided the Mutual agrees to continue to deliver the Services, the provisions in clause 24.2 and Schedule 5 (Exit Plan) shall not apply and the Parties shall negotiate in good faith to put in place appropriate arrangements to govern the delivery of the Services following the expiry of the Contract Term. Subject to ensuring compliance with the Data Protection Legislation, and insofar as the law allows, during the twelve (12) months preceding the expiry of the Contract Term or the period following service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire by either Party in accordance with clause 23 of this Agreement, or at any other time as directed by the provisions Council in writing, and within fifteen (15) Business Days of the Legal Services Contract Mutual receiving a written request from the Council to do so, the Mutual shall fully and the Supplier shall continue to pay any Management Charge due accurately disclose to the Authority Council any and all information in relation to such Legal all personnel engaged in providing the Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply including all Returning Employees who are to transfer as a consequence of the Panel transfer of the Services to Panel Customersthe Council or to a Future Provider. The Council may request, in particular but not necessarily restricted to any of the Supplier following: a list of employees employed by the Mutual in delivering the Services; a list of agency workers, agents and independent contractors engaged by the Mutual in delivering the Services; the total payroll bill (i.e. total taxable pay and allowances including employer’s contributions to pension schemes) of those personnel in clauses 24.4.1 and 24.4.2; the terms and conditions of employment of the Returning Employees, their age, salary, date continuous employment commenced and (if different) the Commencement Date, enhancement rates, any other factors affecting their redundancy entitlement; details of any disciplinary procedure taken against any of the Returning Employees and any grievance procedure taken by any Returning Employee within the previous two years in circumstances where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Xxx 0000 which relates exclusively or primarily to the resolution of disputes applies; details of any court or tribunal case, claim or action brought by any Returning Employee against the Mutual within the previous two years and any court or tribunal case, claim or action that the Mutual has reasonable grounds to believe that a Returning Employee may bring against the Council or any Future Provider arising out of that employee’s employment with the Mutual; and details of any collective agreement which will have effect after the transfer, in its application in relation to any Returning Employees, pursuant to Regulation 5 (a). Clauses 24.4.1- 24.4.7 do not apply to unpaid volunteers. The Mutual shall notify the Council as soon as reasonably practicable of any variation in the information provided under clause 24.4 and shall provide the Council with the revised and accurate information. The Mutual shall warrant the accuracy and completeness of all the information provided to the Council pursuant to clause 24.4, and shall indemnify the Authority in full upon demand Council for the cost of procuring, implementing, transitioning to and operating all or any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered Direct Losses resulting from the Supplier provision of inadequate, incomplete or inaccurate information. Furthermore the full amount of such cost. Within ten (10) Working Days of Mutual authorises the date of termination or expiry of this Panel Agreement, the Supplier shall return Council to the Authority use any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other such information and all copies thereof owned by the Authority, save that as it may keep one copy consider necessary for the purposes of its business or for informing any such data tenderer for any services which are substantially the same as the Services (or information to any part thereof). Insofar as the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Lawlaw allows, for a period of up to during the twelve (12) Months (months preceding the expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall allow the Council or such other period persons as Approved may be authorised by the Authority Council to communicate with and is meet the Returning Employees and their trade union or employee representatives as the Council may reasonably necessary for request, providing always that the Council agrees to indemnify the Mutual, subject to clauses 19 and 20, in respect of any and all claims and liabilities arising out of any act or omission of the Council in doing this or such compliance)other persons as may be authorised by the Council in doing this. Termination or Insofar as the law allows, during the twelve months preceding the expiry of this Panel Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall be not without prejudice the prior written consent of the Council save where it is as a result of a decision by the Exit Group or where it is bona fide in the ordinary course of business: vary or purport or promise to any rights, remedies or obligations vary the terms and conditions of either Party accrued under this Panel Agreement prior to termination or expiry. Termination or expiry of this Panel Agreement shall be without prejudice to the survival employment of any provision employee employed in connection with the Services; materially increase or decrease the number of this Panel Agreement which expressly (employees employed in connection with the Services; or by implication) is assign or redeploy any employee employed in connection with the Services to be performed other duties unconnected with the Services or observed notwithstanding termination assign or expiry re-deploy any employee employed to carry out duties unconnected with the Services to duties connected with the Services. The provisions of this Panel Agreement, including the provisions of: Clauses clause 1 (Definitions and InterpretationDefinitions), 7 clause 9 (Representations Staffing and WarrantiesPensions), 9 clause 13 (Cyber Essentials Scheme ConditionAccounts and Records), 11 clause 15 (Panel Agreement PerformanceIntellectual Property), 18 clause 16 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Confidential Information), 27.2 clause 17 (ConfidentialityData Protection) clause 19 (Indemnities), 27.3 clause 20 (Transparency), 27.4 (Freedom Limitation of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 clause 23 (Consequences of Expiry or Termination), clause 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute ResolutionGoverning Law) and 49 Schedule 5 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive InformationExit Plan) and 21 (Tender)shall survive expiry or earlier termination of the Agreement.

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Call Off Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Call Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Call Off Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Call Off Contracts, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 27.3 (Transparency and Freedom of Information), 27.5 27.4 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), [, 13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge)) , 23 22 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 Xxxxxxxxxxxx) ,00 (GuaranteeXxxxxxxxx), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3534. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 32.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 10 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 17 (Records, Audit Access and Open Book Data), 20 19 (Management Charge), 23 (Financial Distress), 26 25 (Intellectual Property Rights), 27.1 26.1 (Provision of Management Information), 27.2 26.2 (Confidentiality), 27.3 26.3 (Transparency), 27.4 26.4 (Freedom of Information), 27.5 26.5 (Protection of Personal Data), 30 29 (Liability), 31 30 (Insurance), 35 34 (Consequences of Expiry or Termination), 36 35 (Compliance), 38 37 (Waiver and Cumulative Remedies), 40 39 (Prevention of Fraud and Bribery), 42 41 (Severance), 44 43 (Entire Agreement), 45 44 (Third Party Rights), 46 45 (Notices), 47 46 (Complaints Handling), 48 47 (Dispute Resolution) and 49 48 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), ) [,13 (Guarantee)], 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), ) ,23 (Financial Distress)NOT USED ,Error: Reference source not found NOT USED, 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking)) , 13 (Guarantee), 14 (Insurance Requirements)) , 15 NOT USED, 16 (Financial Distress)NOT USED, 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3530. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 28.1 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel CustomersContracting Authorities, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement services Services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier’s possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 8 (Cyber Essentials Scheme Condition), 11 10 (Panel Framework Agreement Performance), 18 16 (Records, Audit Access and Open Book Data), 20 18 (Management Charge)) , 23 (Financial Distress), 26 21 (Intellectual Property Rights), 27.1 22.1 (Provision of Management Information), 27.2 22.2 (Confidentiality), 27.3 22.3 (Transparency), 27.4 22.4 (Freedom of Information), 27.5 22.5 (Protection of Personal Data), 30 25 (Liability), 31 26 (Insurance), 35 30 (Consequences of Expiry or Termination), 36 31 (Compliance), 38 33 (Waiver and Cumulative Remedies), 40 35 (Prevention of Fraud and Bribery), 42 37 (Severance), 44 39 (Entire Agreement), 45 40 (Third Party Rights), 46 41 (Notices), 47 42 (Complaints Handling), 48 43 (Dispute Resolution) and 49 44 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), , 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 14 (Commercially Sensitive Information) and 21 18 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and 49 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-ContractorsSubContractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3582. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 75.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Goods and/or Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 15 (Representations and Warranties), 9 21 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 40 (Records, Audit Access and Open Book Data), 20 47 (Management Charge), 23 (Financial Distress), 26 59 (Intellectual Property Rights), 27.1 60.1 (Provision of Management Information), 27.2 60.2 (Confidentiality), 27.3 60.3 (Transparency), 27.4 60.4 (Freedom of Information), 27.5 60.5 (Protection of Personal Data), 30 68 (Liability), 31 70 (Insurance), 35 82 (Consequences of Expiry or Termination), 36 89 (Compliance), 38 95 (Waiver and Cumulative Remedies), 40 100 (Prevention of Fraud and Bribery), 42 106 (Severance), 44 112 (Entire Agreement), 45 116 (Third Party Rights), 46 122 (Notices), 47 128 (Complaints Handling), 48 132 (Dispute Resolution) and 49 135 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive Information) and 21 20 (Tender).

Consequences of Expiry or Termination. Notwithstanding the service of a notice to terminate this Panel Framework Agreement, the Supplier shall continue to fulfil its obligations under this Panel Framework Agreement until the date of expiry or termination of this Panel Framework Agreement or such other date as required under this Clause 3532. Termination or expiry of this Panel Framework Agreement shall not cause any Legal Services Contracts Call Off Agreements to terminate automatically. For the avoidance of doubt, all Legal Services Contracts Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services ContractsCall Off Agreements, notwithstanding the termination or expiry of this Panel Framework Agreement. If the Authority terminates this Panel Framework Agreement under Clause 33.2 30.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Goods and/or Services to Panel CustomersContracting Bodies, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to implementing and operating any alternative or replacement goods and/or services to the Panel Services and Goods and/or Services, no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. Within ten (10) Working Days of the date of termination or expiry of this Panel Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Suppliers Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Panel Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). Termination or expiry of this Panel Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Framework Agreement prior to termination or expiry. Termination or expiry of this Panel Framework Agreement shall be without prejudice to the survival of any provision of this Panel Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Framework Agreement, including the provisions of: Clauses 1 (Definitions and Interpretation), 7 6 (Representations and Warranties), 9 (Cyber Essentials Scheme Condition), 11 (Panel Framework Agreement Performance), 18 15 (Records, Audit Access and Open Book Data), 20 17 (Management Charge), ) 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 24.1 (Provision of Management Information), 27.2 24.2 (Confidentiality), 27.3 24.3 (Transparency), 27.4 24.4 (Freedom of Information), 27.5 24.5 (Protection of Personal Data), 30 27 (Liability), 31 28 (Insurance), 35 32 (Consequences of Expiry or Termination), 36 33 (Compliance), 38 35 (Waiver and Cumulative Remedies), 40 37 (Prevention of Fraud and Bribery), 42 39 (Severance), 44 41 (Entire Agreement), 45 42 (Third Party Rights), 46 43 (Notices), 47 44 (Complaints Handling), 48 45 (Dispute Resolution) and 49 46 (Governing Law and Jurisdiction); and Panel Agreement Framework Schedules 2 (Panel Goods and/or Services and Key Performance Indicators), 3 (Panel Framework Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Framework Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking,), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), ) 17 (Commercially Sensitive Information) and 21 19 (Tender).

Consequences of Expiry or Termination. Notwithstanding Prior to the expiry of the Contract Term, the Parties shall give consideration to the future delivery of the Services and to the suitability of the Exit Plan at Schedule 5 (Exit Plan). The Council shall, with the support of the Mutual, consider whether delivery of the Services ought to be transferred back to the Council or to a Future Provider upon the expiry of the Contract Term or whether the Mutual ought to be asked to continue to provide the Services on a more permanent basis following the expiry of the Council’s payment of the final portion of the Fee. In deciding whether the delivery of the Services will transfer back to the Council, the Council shall consider either Party or a third party will be best placed to deliver the Services successfully and in the best interests of the Service Users. If, after following the process described at clause 24.1, the Council determines that the Services shall be delivered by the Council or a Future Provider following the expiry of the Contract Term or the Agreement is terminated pursuant to clause 23, then, at the end of the Contract Term or upon the earlier termination of this Agreement: the Mutual shall cease to deliver the Services; the provisions of the Exit Plan shall come into effect and the Parties shall co-operate fully to ensure an orderly transfer of the Services to the Council or to any Future Provider; the Intellectual Property licences at clause 15 of this Agreement shall terminate and those set out in Schedule 5 (Exit Plan) shall be granted (unless otherwise agreed in writing between the Parties); either Party may elect to serve notice on the other Party to terminate any Lease and/or Licence to Occupy granted from the Council to the Mutual in respect of the Premises, subject to the provisions of such Lease and/or Licence to Occupy; subject to the requirements of clause 24.2.6, the Council shall be under no obligation to make any further payment of the Fee to the Mutual; and the Parties shall apportion the Fee payable from the Council to the Mutual for the current Contract Year up to and including the date of termination (“the Apportioned Fee”) and: where the actual sum that has been paid to the Mutual by the Council at the date of termination is less than the Apportioned Fee owed to the Mutual, the Council shall pay any outstanding portion of the Fee to the Mutual; or where the actual sum that has been paid to the Mutual by the Council at the date of termination exceeds the Apportioned Fee owed to the Mutual, the Mutual shall repay any overpayment of the Fee to the Council; and any payments required by this clause shall be made within thirty (30) Business Days of the date that this Agreement is terminated, or within any other period agreed by the Parties in writing. If, after following the process described at clause 24.1, the Council determines that the Services shall continue to be delivered by the Mutual following the expiry of the Contract Term (subject to compliance with procurement law and regulation), then, provided the Mutual agrees to continue to deliver the Services, the provisions in clause 24.2 and Schedule 5 (Exit Plan) shall not apply and the Parties shall negotiate in good faith to put in place appropriate arrangements to govern the delivery of the Services following the expiry of the Contract Term. Subject to ensuring compliance with the Data Protection Legislation, and insofar as the law allows, during the twelve (12) months preceding the expiry of the Contract Term or the period following service of a notice to terminate this Panel Agreement, the Supplier shall continue to fulfil its obligations under this Panel Agreement until the date of expiry or termination of this Panel Agreement or such other date as required under this Clause 35. Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire by either Party in accordance with clause 23 of this Agreement, or at any other time as directed by the provisions Council in writing, and within fifteen (15) Business Days of the Legal Services Contract Mutual receiving a written request from the Council to do so, the Mutual shall fully and the Supplier shall continue to pay any Management Charge due accurately disclose to the Authority Council any and all information in relation to such Legal all personnel engaged in providing the Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply including all Returning Employees who are to transfer as a consequence of the Panel transfer of the Services to Panel Customersthe Council or to a Future Provider. The Council may request, in particular but not necessarily restricted to any of the Supplier following: a list of employees employed by the Mutual in delivering the Services; a list of agency workers, agents and independent contractors engaged by the Mutual in delivering the Services; the total payroll xxxx (i.e. total taxable pay and allowances including employer’s contributions to pension schemes) of those personnel in clauses 24.4.1 and 24.4.2; the terms and conditions of employment of the Returning Employees, their age, salary, date continuous employment commenced and (if different) the Commencement Date, enhancement rates, any other factors affecting their redundancy entitlement; details of any disciplinary procedure taken against any of the Returning Employees and any grievance procedure taken by any Returning Employee within the previous two years in circumstances where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Xxx 0000 which relates exclusively or primarily to the resolution of disputes applies; details of any court or tribunal case, claim or action brought by any Returning Employee against the Mutual within the previous two years and any court or tribunal case, claim or action that the Mutual has reasonable grounds to believe that a Returning Employee may bring against the Council or any Future Provider arising out of that employee’s employment with the Mutual; and details of any collective agreement which will have effect after the transfer, in its application in relation to any Returning Employees, pursuant to Regulation 5 (a). Clauses 24.4.1- 24.4.7 do not apply to unpaid volunteers. The Mutual shall notify the Council as soon as reasonably practicable of any variation in the information provided under clause 24.4 and shall provide the Council with the revised and accurate information. The Mutual shall warrant the accuracy and completeness of all the information provided to the Council pursuant to clause 24.4, and shall indemnify the Authority in full upon demand Council for the cost of procuring, implementing, transitioning to and operating all or any alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered Direct Losses resulting from the Supplier provision of inadequate, incomplete or inaccurate information. Furthermore the full amount of such cost. Within ten (10) Working Days of Mutual authorises the date of termination or expiry of this Panel Agreement, the Supplier shall return Council to the Authority use any and all of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other such information and all copies thereof owned by the Authority, save that as it may keep one copy consider necessary for the purposes of its business or for informing any such data tenderer for any services which are substantially the same as the Services (or information to any part thereof). Insofar as the extent reasonably necessary to comply with its obligations under this Panel Agreement or under any Lawlaw allows, for a period of up to during the twelve (12) Months (months preceding the expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall allow the Council or such other period persons as Approved may be authorised by the Authority Council to communicate with and is meet the Returning Employees and their trade union or employee representatives as the Council may reasonably necessary for request, providing always that the Council agrees to indemnify the Mutual, subject to clauses 19 and 20, in respect of any and all claims and liabilities arising out of any act or omission of the Council in doing this or such compliance)other persons as may be authorised by the Council in doing this. Termination or Insofar as the law allows, during the twelve months preceding the expiry of this Panel Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall be not without prejudice the prior written consent of the Council save where it is as a result of a decision by the Exit Group or where it is bona fide in the ordinary course of business: vary or purport or promise to any rights, remedies or obligations vary the terms and conditions of either Party accrued under this Panel Agreement prior to termination or expiry. Termination or expiry of this Panel Agreement shall be without prejudice to the survival employment of any provision employee employed in connection with the Services; materially increase or decrease the number of this Panel Agreement which expressly (employees employed in connection with the Services; or by implication) is assign or redeploy any employee employed in connection with the Services to be performed other duties unconnected with the Services or observed notwithstanding termination assign or expiry re-deploy any employee employed to carry out duties unconnected with the Services to duties connected with the Services. The provisions of this Panel Agreement, including the provisions of: Clauses clause 1 (Definitions and InterpretationDefinitions), 7 clause 9 (Representations Staffing and WarrantiesPensions), 9 clause 13 (Cyber Essentials Scheme ConditionAccounts and Records), 11 clause 15 (Panel Agreement PerformanceIntellectual Property), 18 clause 16 (Records, Audit Access and Open Book Data), 20 (Management Charge), 23 (Financial Distress), 26 (Intellectual Property Rights), 27.1 (Provision of Management Confidential Information), 27.2 clause 17 (ConfidentialityData Protection) clause 19 (Indemnities), 27.3 clause 20 (Transparency), 27.4 (Freedom Limitation of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 clause 23 (Consequences of Expiry or Termination), clause 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute ResolutionGoverning Law) and 49 Schedule 5 (Governing Law and Jurisdiction); and Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), 3 (Panel Prices and Charging Structure), 7 (Key Sub-Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and Benchmarking), 13 (Guarantee), 14 (Insurance Requirements), 16 (Financial Distress), 17 (Commercially Sensitive InformationExit Plan) and 21 (Tender)shall survive expiry or earlier termination of the Agreement.